## Facts

- J. E. Brewer and others (plaintiffs) were egg dealers in Abilene, Kansas; Louis Lepman and others (defendants) were egg dealers in Chicago, Illinois.
- On February 7, 1906, defendants telegraphed plaintiffs an offer to buy a carload of fresh eggs at 18 cents per dozen, delivered, with instructions: “ship today” and “prompt wire acceptance.”
- The offer telegram was delivered to plaintiffs’ place of business at about 10:05 a.m., but Brewer did not personally see it until about 11:30 a.m. because he was away from the office.
- Around noon, Brewer prepared an acceptance telegram: “Your offer eighteen accepted for todays car,” and attempted to file it with the telegraph office.
- The local telegraph operator had gone to dinner around noon; Brewer tried again shortly after 1:00 p.m., but the operator had not returned.
- Brewer then went to his own dinner and, after returning after 2:00 p.m., was finally able to transmit the acceptance.
- The telegraph office record showed the acceptance was received for transmission at 2:45 p.m. and was delivered to defendants in Chicago at 3:31 p.m.
- Defendants promptly telegraphed back that the acceptance was too late, but offered to take the eggs only at a discount.
- The eggs had already been shipped when plaintiffs received the “too late” response; plaintiffs refused the discounted terms, and defendants refused to accept the shipment.
- Plaintiffs sued for damages based on the alleged contract price minus the value of the eggs when they arrived in Chicago (alleged to total $425).
- At trial, the jury was instructed that “prompt wire acceptance” meant acceptance as soon as plaintiffs reasonably could under the circumstances, and the jury returned a verdict for plaintiffs.
- Defendants moved for a new trial; the trial court granted the motion. Plaintiffs appealed the order granting a new trial.

## Issues

1. Whether an offer requiring “prompt wire acceptance” for a same-day shipment permitted acceptance within a general “reasonable time,” or required a materially shorter response.
2. Whether the trial court erred by instructing the jury that “prompt wire acceptance” meant acceptance as soon as the offeree reasonably could under the circumstances.
3. Whether an acceptance not transmitted until after 2:00 p.m. (after the offer was delivered to the offeree’s office at about 10:05 a.m.) was too late to form a contract under the offer’s stated terms.

## Decision

- The Kansas City Court of Appeals affirmed the trial court’s order granting defendants a new trial.
- The court held that the jury instruction equating “prompt wire acceptance” with a general “reasonable time” was incorrect for this offer and transaction.
- Given the offer’s same-day shipment term and express demand for “prompt” acceptance by wire, an acceptance transmitted after 2:00 p.m. and received at 3:31 p.m. was not timely, so defendants were not bound on those facts.

## Legal Principles

- An offeror may limit the time for acceptance, and courts enforce that limit when the offer’s language and setting show an intent to require a response faster than the ordinary “reasonable time.”
- In a telegraphic commodity transaction calling for shipment the same day, a requirement of “prompt wire acceptance” calls for a quick reply; it is not interchangeable with a broad “reasonable time” standard.
- When an offer is delivered to the offeree’s place of business, the time for acceptance is assessed from that delivery; the offeree’s later personal review does not extend a time-limited offer.
- Delays caused by the offeree’s own absence or local transmission difficulties do not keep a time-restricted offer open where the offer calls for prompt acceptance.
- A jury instruction that removes the effect of an express time condition in the offer (by treating “prompt” as ordinary “reasonable time”) is erroneous and supports granting a new trial.

## Conclusion

Because the offer to purchase a carload of eggs required shipment that day and “prompt wire acceptance,” the court agreed that the jury should not have been instructed to treat “prompt” as merely whatever was reasonably possible for the offeree; plaintiffs’ mid-afternoon telegraphic acceptance was too late on these facts, so affirming the new-trial order was proper.


Brewer v. Lepman, 127 Mo. App. 693, 106 S.W. 1107 (1908)